Charlotte's Web Reports Material Agreement, Officer Comp Changes

TL;DR

**Charlotte's Web just made a big deal and changed exec pay, watch for details.**

AI Summary

Charlotte's Web Holdings, Inc. filed an 8-K on February 7, 2024, reporting events from February 5, 2024, concerning an entry into a material definitive agreement and changes in officers' compensatory arrangements. This filing indicates potential strategic shifts or financial restructuring, which could impact the company's operational costs and future profitability. Investors should monitor the details of these agreements as they could affect the company's financial health and stock valuation.

Why It Matters

This filing signals significant corporate actions, potentially impacting the company's financial stability and future growth prospects, which directly affects shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material agreements and compensatory changes without specific details, creating uncertainty about their financial implications.

Analyst Insight

Investors should await further disclosures regarding the material definitive agreement and officer compensation changes to fully assess their impact on Charlotte's Web Holdings, Inc.'s financial outlook and stock valuation.

Key Players & Entities

• Charlotte's Web Holdings, Inc. (company) — the registrant filing the 8-K
• February 5, 2024 (date) — date of earliest event reported
• February 7, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Charlotte's Web Holdings, Inc. will provide more details on the material definitive agreement in a subsequent filing or press release. (Charlotte's Web Holdings, Inc.) — medium confidence, target: 2024-03-31
• The changes in compensatory arrangements for officers will lead to a shift in executive compensation strategy. (Charlotte's Web Holdings, Inc.) — low confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $23 million — , 2027, with an aggregate rights fee of $23 million for the remainder of the term. MLB is

Filing Documents

• charlotte8k.htm (8-K) — 32KB
• ex991.htm (EX-99.1) — 11KB
• logo.jpg (GRAPHIC) — 4KB
• header1.jpg (GRAPHIC) — 4KB
• 0001279569-24-000109.txt ( ) — 225KB
• cwbhf-20240205.xsd (EX-101.SCH) — 3KB
• cwbhf-20240205_lab.xml (EX-101.LAB) — 33KB
• cwbhf-20240205_pre.xml (EX-101.PRE) — 22KB
• charlotte8k_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On October 11, 2022, Charlotte's Web Holdings, Inc. (the "Company") entered into a Promotional Rights Agreement (the "MLB Promotional Rights Agreement") with MLB Advanced Media L.P., on its own behalf and on behalf of Major League Baseball Properties, Inc., the Office of the Commissioner of Baseball, The MLB Network, LLC and the Major League Baseball Clubs (collectively, "MLB"), pursuant to which the Company entered into an exclusive strategic partnership with MLB to promote the Company's new NSF-Certified for Sport product line. On February 5, 2024, the Company and MLB entered into an amendment to the MLB Promotional Rights Agreement (the "Amendment"), whereby the term of the MLB Promotional Rights Agreement was extended through December 31, 2027, with an aggregate rights fee of $23 million for the remainder of the term. MLB is the owner of 6,119,121 common shares of the Company which represents approximately 4% of the total outstanding common shares of the Company. The foregoing description of the MLB Promotional Rights Agreement and Amendment does not purport to be complete and is qualified in its entirety by reference to (a) the full text of the MLB Promotional Rights Agreement, which was filed as an exhibit to the Company's Annual Report on Form 10-K that was filed on March 23, 2023, and (b) the Amendment which will be filed as an exhibit to the Company's Annual Report on Form 10-K to be filed for the year ending December 31, 2023. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective February 6, 2024 (the "Effective Date"), the Board of Directors of the Company, appointed Matthew McCarthy to the Company's Board of Directors, until his successor shall have been duly elected and qualified or until his earlier resignation or removal. Mr. McCarthy's appointment to the Company's board of dire

01

Item 8.01. Other Events. On February 7, 2024, the Company issued a press release announcing the appointment of Matthew McCarthy to the Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 Press Release of Charlotte's Web Holdings, Inc. dated February 7, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHARLOTTE'S WEB HOLDINGS, INC. Date: February 7, 2024 By: /s/ Stephen Rogers Stephen Rogers Senior Vice President - General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR